**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION** ****


Washington,
      D.C. 20549





**FORM
      10-QSB/A**








(Mark
      One)





**[X]
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT**


**OF
      1934**





For
      the
      quarterly period ended December 31, 2005





**[
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from _____ to _______





Commission
      file number: 000-30065





**INTREPID
      TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


(exact
      name of registrant as specified in its charter)





**Idaho**
            **82-0230842**(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                No.)







501
      West Broadway, Suite 200,


Idaho
      Falls, Idaho 82304


(Address
      of principal executive offices)





(208)
      529-5337


(Issuer's
      telephone number)





**Idaho**





(State
      or
      other jurisdiction of incorporation or organization)


Registrant's
      telephone number, including area code:





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





Yes X No
      __





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the last practicable date:





170,408,769
      shares of common stock, $0.005 par value per share, as of February 14,
      2006.





Transitional
      Small Business Disclosure Format (check one): Yes __ No X





**TABLE
      OF CONTENTS**





**Part
      I - FINANCIAL INFORMATION**





Item
            1.
            Financial
                StatementsBalance
                Sheets
            3Statements
                of Operations
            4Statements
                of Cash Flows
            5Notes
                to Unaudited Financial Statements
            6





Item
            2.
            Management’s
                Discussion and Analysis
            8Results
                of Operations
            8Capital
                Requirements
            11Item
            3.
            Controls
                and Procedures
            14





**Part
      II - OTHER INFORMATION**





Item
            1.
            Legal
                Proceedings
            15Item
            2.
            Changes
                in Securities
            15Item
            3.
            Defaults
                Upon Senior Securities
            15Item
            4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
            5.
            Other
                Information
            15Item
            6.
            Exhibits
            15Signature
                Page
            16Certifications
            17





2


**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**





**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**CONSOLIDATED
      BALANCE SHEETS**




**December
                31, 2005**
            
            **June
                30,**
              **2005****(Unaudited)**
            
            **(Audited)**ASSETSCurrent
                Assets:Cash
            
            **$**
            **59,664**
            
            $
            65,737Accounts
                receivable, net
            
            
            **54,384**
            
            
            98,434Prepaid
                expenses
            
            
            **47,500**
            
            
            85,639Bond
                offering costs
            
            
            **57,542**
            
            
            --Other
                assets
            
            
            **600**
            
            
            1,600Total
                current assets
            
            
            **219,690**
            
            
            251,410Property,
                plant, and equipment, net
            
            
            **1,252,084**
            
            
            952,742Total
                Assets
            
            **$**
            **1,471,774**
            
            $
            1,204,152LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                liabilities:Accounts
                payable
            
            **$**
            **142,814**
            
            $
            148,419Accrued
                expenses
            
            
            **233,321**
            
            
            258,627Related
                party notes payable
            
            
            **60,613**
            
            
            60,613Current
                portion of long term debt
            
            
            **501,731**
            
            
            382,948Total
                current liabilities
            
            
            **938,479**
            
            
            850,607Long-term
                debt
            
            
            **539,996**
            
            
            830,317Total
                liabilities
            
            
            **1,478,475**
            
            
            1,680,924Commitments
                and contingenciesStockholders’
                deficit:Preferred
                stock $1par value, 5,000,000 shares
              authorized,
                no shares issued and outstanding
            
            
            **--**
            
            
            --Common
                stock, $.005 par value, 350,000,000 shares
              authorized,
                163,108,880 and 137,694,025 shares
              issued
                and outstanding, respectively
            
            
            **815,544**
            
            
            688,470Additional
                paid-in capital
            
            
            **6,384,528**
            
            
            4,998,505Stock
                subscription receivable
            
            
            **(16,200**
            **)**
            
            (16,200
            )Accumulated
                deficit
            
            
            **(7,190,573**
            **)**
            
            (6,147547
            )Total
                stockholders’ deficit
            
            
            **(6,701**
            **)**
            
            (476,772
            )Total
                Liabilities and Stockholders’ Deficit
            
            **$**
            **1,471,774**
            
            $
            1,204,152





The
      accompanying notes are an integral part of these financial
      statements.


3




**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF OPERATIONS**




Three
                Months Ended
            
            Six
                Months EndedDecember
                31,
            
            December
                31,**2005**
            
            2004
            
            **2005**
            
            2004Revenues,
                net
            
            **$**
            **120,299**
            
            $
            58,870
            
            **$**
            **261,288**
            
            $
            147,773Costs
                of revenues
            
            
            **129,448**
            
            
            55,380
            
            
            **215,695**
            
            
            138,839Gross
                profit (loss)
            
            
            **(9,149**
            **)**
            
            3,490
            
            
            **45,593**
            
            
            8,934Operating
                expenses:General
                and administrative
            
            
            **348,436**
            
            
            275,213
            
            
            **677,967**
            
            
            511,600Research
                and development
            
            
            **25,307**
            
            
            --
            
            
            **132,546**
            
            
            --Loss
                from operations
            
            
            **(382,892**
            **)**
            
            (271,723
            )
            
            **(764,920**
            **)**
            
            (502,666
            )Other
                income (expense)Interest
                income
            
            
            **--**
            
            
            323
            
            
            **--**
            
            
            993Interest
                expense
            
            
            **(226,996**
            **)**
            
            (11,883
            )
            
            **(278,106**
            **)**
            
            (15,034
            )Loss
                on investments
            
            
            **--**
            
            
            --
            
            
            --
            
            
            (12,744
            )Loss
                before provision for income taxes
            
            
            **(609,888**
            **)**
            
            (283,283
            )
            
            **(1,043,026**
            **)**
            
            (529,451
            )Provision
                for income taxes
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --Net
                loss
            
            **$**
            **(609,888**
            **)**
            $
            (283,283
            )
            **$**
            **(1,043,026**
            **)**
            $
            (529,451
            )Net
                loss per common share - basic and diluted
            
            **$**
            **--**
            
            $
            --
            
            **$**
            **(0.01**
            **)**
            $
            --Weighted
                average common shares - basic and diluted
            
            
            **156,540,000**
            
            
            124,409,000
            
            
            **149,817,000**
            
            
            119,716,000











The
      accompanying notes are an integral part of these financial
      statements


4


**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**Six
      Months Ended December 31, 2005 and 2004**







**2005**
            
            2004Cash
                flows from operating activities:Net
                loss
            
            **$**
            **(1,043,026**
            **)**
            $
            (529,451
            )Adjustments
                to reconcile net loss to net cash
              used
                in operating activities:Stock
                compensation expense
            
            
            **85,477**
            
            
            26,590Interest
                expense - common stock warrants
            
            
            **199,764**
            
            
            --Depreciation
            
            
            **27,042**
            
            
            2,737Interest
                expense on debentures
            
            
            **16,900**
            
            
            --(Increase)
                decrease in:Accounts
                receivable
            
            
            **44,050**
            
            
            111,285Prepaid
                expenses
            
            
            **38,139**
            
            
            (20,918
            )Bond
                offering costs
            
            
            **(57,542**
            **)**
            
            --Other
                assets
            
            
            **1,000**
            
            
            --Increase
                (decrease) in:Accounts
                payable
            
            
            **(2,603**
            **)**
            
            (47,744
            )Accrued
                expenses
            
            
            **(7,300**
            **)**
            
            22,540Net
                cash used in operating activities
            
            
            **(698,099**
            **)**
            
            (434,961
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            **(326,384**
            **)**
            
            (580,372
            )Proceeds
                from sale of investment
            
            
            **--**
            
            
            17,794Net
                cash used in investing activities
            
            
            **(326,384**
            **)**
            
            (562,578
            )Cash
                flows from financing activities:Proceeds
                from long-term debt
            
            
            **921,033**
            
            
            622,476Payments
                on long-term debt
            
            
            **(859,471**
            **)**
            
            (26,857
            )Issuance
                of common stock
            
            
            **1,012,848**
            
            
            428,832Common
                stock offering costs
            
            
            **(56,000**
            **)**
            
            --Payments
                received from stock subscription receivable
            
            
            **--**
            
            
            35,000Net
                cash provided by financing activities
            
            
            **1,018,410**
            
            
            1,059,451Net
                increase (decrease) in cash
            
            
            **(6,073**
            **)**
            
            61,912Cash,
                beginning of period
            
            
            **65,737**
            
            
            134,856Cash,
                end of period
            
            **$**
            **59,664**
            
            $
            196,768





The
      accompanying notes are an integral part of these financial statements





5


**Note
        1 - Summary of Significant Accounting Policies**
 
 Basis
        of Presentation
 
 The
        accompanying unaudited consolidated financial statements have been prepared
        in
        accordance with United States generally accepted accounting principles ("U.S.
        GAAP") for interim financial information and with instructions to Form 10-QSB
        of
        Regulation S-X. Accordingly, they do not include all of the information and
        footnotes required by U.S. GAAP for complete financial statements. The
        preparation of the consolidated financial statements in conformity with U.S.
        GAAP requires management to make estimates and assumptions that affect the
        amounts reported in the consolidated financial statements and accompanying
        notes. Actual results could differ from estimates. In the opinion of management,
        all adjustments, which consist of normal and recurring adjustments, necessary
        for fair presentation have been included. These financial statements should
        be
        read in conjunction with the financial statements and notes thereto included
        in
        the Company's 2005 Annual Report on Form 10-KSB for the year ended June 30,
        2005, as filed with the Securities and Exchange Commission.
 
 Stock-Based
        Compensation
 
 The
        Company has stock-based employee compensation, which is described more fully
        in
        Note 12 to the audited financial statements of the Company as of June 30,
        2005.
        The Company accounts for this compensation under the recognition and measurement
        principles of APB Opinion 25, “Accounting for Stock Issued to
        Employees *”* ,
        and
        related Interpretations, and has adopted the disclosure-only provisions of
        SFAS
        123, “Accounting for Stock-Based Compensation.” Accordingly, no compensation
        cost has been recognized in the financial statements, as all options granted
        had
        an exercise price equal to or greater than the market value of the underlying
        common stock on the date of grant. No new stock options were granted during
        the
        six months ended December 31, 2005.
 
 Had
        compensation cost for the Company’s stock option plans been determined based on
        the fair value at the grant date consistent with the provisions of SFAS 123,
        the
        Company’s net loss would have been reduced to the pro forma amounts indicated
        below:
 
 2005
              
              2004Net
                  loss as reported
              
              $
              (1,043,026
              )
              
              (529,451
              )Deduct:Total
                  stock-based employee compensation expensedetermined
                  under fair value based method for allawards,
                  net of related tax effects
              
              
              -
              
              
              (64,205
              )Net
                  loss pro forma
              
              $
              (1,043,026
              )
              
              (593,656
              )Loss
                  per share:Basic
                  and diluted - as reported
              
              $
              (0.01
              )
              
              -Basic
                  and diluted - pro forma
              
              $
              (0.01
              )
              
              -
 
 Principles
        of Consolidation
 
 The
        consolidated financial statements include the accounts of ITR and its
        wholly-owned subsidiaries. All significant intercompany balances and
        transactions have been eliminated.
 
 Reclassifications
 
 Certain
        accounts in the 2004 unaudited financial statements have been reclassified
        to
        conform with the presentation in the 2005 unaudited financial
        statements.
 
 
  6
  Note
        2
        - Going Concern
 
 As
        of
        December 31, 2005, the Company has incurred a loss and has negative working
        capital and negative cash flows from operations. These factors raise substantial
        doubt about the Company’s ability to continue as a going concern.
 
 The
        Company has partially mitigated the Going Concern as a result of entering
        into
        the agreement with Cornell Capital as discussed in the Capital Resources
        and
        Liquidity section below and Management has engaged an investment banking
        firm to
        obtain bond financing under a State of Idaho approved bond inducement resolution
        to expand operations and production capabilities. While activities continue
        on
        schedule for this bond financing, there can be no full assurance that such
        funds
        will be available to the Company nor that these efforts will be
        successful.
  Note
        3
        - Supplemental Cash Flow Information
 
 Actual
        amounts paid for interest and income taxes are approximately as
        follows:
 
 2005
              
              2004Interest
              
              $
              5,380
              
              
              2,120Income
                  taxes
              
              $
              -
              
              
              -
 
 During
        the six months ended December 31, 2005, the Company:
 
 ·
              Issued
                  545,128 shares of common stock in exchange for accounts payable
                  and
                  accrued expenses of $21,008.
 
 ·
              Issued
                  4,545,455 shares of common stock in exchange for long-term debt
                  of
                  $250,000.
 
 During
        the six months ended December 31, 2004, the Company issued common stock in
        exchange for services, prepaid assets and debt of $541,590.
  Note
        4
        - Standby Equity Distribution Agreement
 
 On
        March
        10, 2005, the Company entered into a new Standby Equity Distribution Agreement
        (SEDA) with Cornell Capital Partners, LP (Cornell). Pursuant to the SEDA,
        the
        Company may, at its discretion, periodically sell to Cornell shares of common
        stock for a total purchase price of up to $25 million. For each share of
        common
        stock purchased under the SEDA, Cornell will pay the Company 99% of the lowest
        closing bid price of the common stock on the Over-the-Counter Bulletin Board
        or
        other principal market on which the Company's common stock is traded for
        the
        five days immediately following the notice date. Cornell will retain 5% of
        each
        advance under the SEDA.
 
 Note
        5
        - Issuance of Common Stock Warrants
 
 The
        Company issued 5,000,000 warrants to Cornell Capital Partners on December
        1,
        2005 to release their security interest in the assets of the Company. The
        exercise price is $.055 per share. The warrants were effective on issue and
        expire five years from the date of issuance, or December 1, 2010.
 
 
  7
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
 
 The
        following discussion contains forward-looking statements that involve known
        and
        unknown risks and uncertainties which may cause actual results in future
        periods
        to differ materially from those indicated herein as a result of a number
        of
        factors, including, but not limited to, those set forth under Legal Proceedings,
        and the discussion below. When the Company uses words like "may," "believes,"
        "expects," "anticipates," "should," "estimate," "project," "plan," their
        opposites and similar expressions, the Company is making forward-looking
        statements. These expressions are most often used in statements relating
        to
        business plans, strategies, anticipated benefits or projections about the
        anticipated revenues, earnings or other aspects of our operating results.
        We
        make these statements in an effort to keep stockholders and the public informed
        about our business and have based them on our current expectations about
        future
        events. Such statements should be viewed with caution. These statements are
        not
        guarantees of future performance or events. As noted elsewhere in this report,
        all phases of our business are subject to uncertainties, risks and other
        influences, many of which the Company has no control over. Additionally,
        any of
        these factors, either alone or taken together, could have a material adverse
        effect on the Company and could change whether any forward-looking statement
        ultimately turns out to be true. The Company undertakes no obligation to
        publicly release updates or revisions to these statements. The following
        discussion should be read in conjunction with audited consolidated financial
        statements and the notes filed thereto on Form 10-KSB with the U.S. Securities
        and Exchange Commission for the year ending June 30, 2005.
 
 **RESULTS
        OF OPERATIONS**
 
 **Revenue**
 
 Revenue
        for the quarter ended December 31, 2005, increased 104% to $120,299 compared
        to
        $58,670 for the same period of 2004. Revenue for the six months ended December
        31, 2005, increased 77% to $261,288 compared to $147,772 for the same six
        months
        ended December 31, 2004. This increase for both the three and six months
        ended
        December 31, 2005 was mainly the result of increased sales of contracted
“work
        for others” over the corresponding periods of one year ago. The Company intends
        to continue to pursue opportunities for outside contracting at the Idaho
        National Laboratory and other government and private facilities to the extent
        that these opportunities do not significantly interfere with and the Company’s
        shift to designing and building of biogas facilities. The Company’s current
        principal focus is on the Biogas fuels facility, for which revenue will be
        minimal until the facility comes on line and is producing biofuels. For biofuels
        facilities that the Company designs, constructs and operates for others,
        it is
        anticipated that revenue will be recognized more rapidly, as such services
        are
        provided.
  In
        both three month periods ending December 31, 2005 and 2004, the Company’s
        primary customers were Idaho National Laboratory (“INL”) at Idaho Falls, Idaho
        and Oak Ridge Associated Universities (ORAU). INL and ORAU both provided
        more
        than ten percent of the total revenue recognized by the Company in those
        periods .
  **Direct
        Operating Costs**
 
 Direct
        operating costs for the three months ending December 31, 2005 and 2004, were
        $129,448 and $55,380 respectively, representing a 134% increase. For the
        six
        months ended December 31, 2005 direct operating costs also increased to $215,695
        from $138,839 in 2004. The increase is due to the increased general and
        administrative, research and development costs associated with ongoing research
        and optimization activities at the Company’s Whitesides Biogas Plant and design
        and construction activities at its West Point Biogas Plant. The Company
        continues its efforts to reduce direct costs by using less subcontracted
        services, eliminating certain rental fees, making better use of supplies,
        and
        exercising better management of direct payroll costs.
 
 **Gross
        Profit**
 
 The
        Company had net loss of $9,149 in the quarter ended December 31, 2005 compared
        to a profit of $3,490 for the same quarter in 2004. For the six months ended
        December 31, 2005 the Company had a gross profit of $45,593 compared to $8,934
        for the same period in 2004. The overall increased profit for the six months
        ending December 31, 2005 is due to increased revenue from the sales of outside
        contracted work, but the net loss for the quarter is reflective of the major
        shift of resources into construction and operation of the Company-owned
        Whitesides Biogas Plant and the design and preliminary development of the
        Company-owned West Point Biogas Plant.
 
  8
  **Selling
        General and Administrative Expenses**
 
 For
        the
        three months ended December 31, 2005, general and administrative expenses
        were
        $348,436 compared to $275,213 for the same quarter ended December 31, 2004.
        This
        27% increase was the result of increased administrative expenses beyond those
        required for the previous engineering services work, adding expense as the
        Company increased efforts in expanding the Biogas operations. For the six
        months
        ended December 31, 2005, general and administrative expenses likewise increased
        33% for the same reasons to $677,967 compared to $511,600 for the same period
        of
        2004.
 
 **Interest
        Revenue**
 
 For
        the
        three and six months ended December 31, 2005, the Company received no interest
        income on investment capital. The Company received $323 and $993 of interest
        income on investment capital for the corresponding periods in 2004.
 
 **Interest
        Expense**
 
 For
        the
        three months ended December 31, 2005, the Company had interest expense of
        $226,996 compared to $11,883 for the same period ending December 31, 2004.
        For
        the six months ended December 31, 2005 the Company had interest expense of
        $278,106 compared to $15,034 for the same period ending December 31, 2004.
        The
        interest expense was for interest paid on the term loan, common stock warrants,
        debentures and interest accrued on notes payable to others and to officers
        and
        employees of the Company. With the anticipated bond offering to finance the
        first two biogas facilities, interest expense is likely to increase in future
        periods.
 
 **Net
        Loss**
 
 For
        the
        three months ended December 31, 2005, the Company had a net loss of $609,888
        compared to a net loss of $283,283 for the same period ended December 31,
        2004.
        For the six months ended December 31, 2005 the Company had a net loss of
        $1,043,026 compared to a net loss of $529,451 for the same period ended December
        31, 2004. In 2004, the loss was due to a significant drop in engineering
        contract revenue, while the transition to the biofuels business was starting
        up.
        For 2005, the transition to the new biofuels business accelerated, but revenue
        will not be received until the first facility is online and biogas can be
        delivered to the customer.
  **MANAGEMENT'S
        PLAN OF OPERATION**
 
 Providing
        engineering and technical services has been the primary source of revenue,
        and
        hence the primary business focuses, in the past. The Company expects to continue
        providing such services in the future, but with decreased emphasis. In fiscal
        year 2006, the Company will continue its emphasis on becoming a significant
        producer and distributor of biogas products and facilities. The following
        discussion provides an overview of our progress in making the transition
        from
        being primarily a provider of engineering services.
 
 The
        fundamental aspects of the Company's business model are:
 
 ·
              Utilize
                  cutting edge, but established, technology for the production of
                  biogas
                  from large animal operations·
              Utilize
                  off-the-shelf equipment for clean-up of the biogas to meet
                  pipeline-quality specifications and produce liquid
                  products
 ·
              Maintain
                  equity positions on all biogas projects·
              Begin
                  operations in known territory (Idaho), and expand into other western
                  states as resources allow
 ·
              Maximize
                  the utilization of our public company status in the financing of
                  our
                  projects·
              Market
                  biogas products to local gas utilities, industrial users, and
                  transportation users
 ·
              Team
                  with experienced companies for the marketing and distribution of
                  biogas
                  products
 
  9
  **DEVELOPMENT
        PLAN**
 
 Over
        the
        next four years, the Company plans to place 250,000 head of dairy and beef
        cattle into biogas production. The Company will design, construct and operate
        these facilities consistent with the business model parameters described
        above.
 
 The
        centerpiece of this development plan is an exclusive geographic and case-by-case
        national use and marketing agreement for a proprietary anaerobic digestion
        technology with several distinct and unique operational advantages when applied
        in agricultural settings and that has a successful 5+ year operational history
        with both cow and swine waste.
 
 Our
        goal
        is to become the premier fully integrated biogas developer in the United
        States.
        Our approach is to use superior technology and know-how to convert manure
        waste
        from dairy and feedlot operations into high BTU biogas that can be further
        processed to produce (1) pipeline quality gas for sale to a gas utility;
        (2)
        combustion gas to fuel boilers for processing materials; (3) liquid natural
        gas
        for transportation fuel, peaking, and/or remote community service; and,
        eventually, (4) hydrogen to energize fuel cells for transportation and
        distributed or non-distributed energy sources. Our range of services
        includes:
 
 -
              designing,
                  building, and operating biofuels facilities
 -
              performing
                  value-added processing of raw biogas and residual products of digestion
                  for various applications
 -
              marketing,
                  transportation and sales of processed gas
 
 ITR
        currently has an operational biogas production plant in Rupert, Idaho that
        processes manure waste from 1000 cows. This plant is a commercial prototype
        facility that can be employed to demonstrate the economic viability of the
        four
        product lines listed above. It has been designed and built with a 4x scale-up
        capacity to accommodate planned expansion of the dairy on which it is located.
        Expansion of the plant will parallel expansion of the dairy and within a
        year
        will accommodate 4500 cows. The primary current focus at the plant is on
        producing clean gas for sale to a local gas utility and for providing combustion
        gas for heating water for dairy operations. Efforts are also underway to
        demonstrate use of biogas to provide process heat for a small-scale biodiesel
        facility with the objective of allowing for penetration into the biodiesel
        market.
 
 The
        Development Plan involves discrete projects that will ultimately bring 250,000
        Magic Valley dairy cows under production to create the “Magic Valley Biogas
        Field” in the Magic Valley area of south-central Idaho. The first project will
        provide facilities and infrastructure to process manure from 50,000 dairy
        cows
        and will be executed in two distinct phases:
 
 Phase
        I
        consists of 10,500 cows located on 2 different dairies and establishes the
        west
        anchor point to the Magic Valley Westside field as well as expands the Rupert
        plant to full capacity. Construction began in CY 2005 and will be complete
        in CY
        2006.
 
 Phase
        II
        consists of 40,000 cows located on 3-5 different dairies (depending on outcomes
        of individual dairymen’s current consolidation and expansion plans). Design will
        be initiated in CY 2006 and construction is anticipated to begin in
        CY-2007.
 
 This
        project will be debt financed through the sale of bonds. Capital cost will
        be
        approximately $35 million, the first phase of which will be just over $10
        million. These funds will provide for anaerobic digester plants constructed
        at
        participating dairies, gas conditioning clean-up equipment for processing
        the
        raw biogas to pipeline quality standards, and a supporting gas line gathering
        system to transport the clean gas to the gas utility distribution system.
        A
        majority of the costs (approximately 70%) is for construction of the digesters.
 
 This
        project will provide over 1 billion cubic feet of biogas annually, which,
        in
        turn, will yield over 1 million mcf of clean gas for sale to a local gas
        utility.
 
  10
  ***Additional
        Information***
 
 The
        Company also plans to increase sales and expand its engineering and scientific
        services base via new customer contracts. Revenue generated will be used
        to meet
        cash flow requirements with any excess being used to support and develop
        the
        Company's biofuels production initiatives.
 
 At
        the
        present time the Company does not anticipate paying dividends, cash or
        otherwise, on it's Common Stock in the foreseeable future. Future dividends
        will
        depend on earnings, if any, of the Company, its financial requirements and
        other
        factors. The Company's main focus is now in the biofuels market, specifically
        the production of biogas. The Company has made two acquisitions for the vertical
        integration of the business and the ability to have a ready available access
        to
        sell the gas production into the market place. The Company believes that
        it has
        also taken the proper steps to sell certain assets including the mining and
        mineral rights of the Garnett mine in Montana to provide working capital
        to see
        the production through to completion. The Company is currently seeking other
        investment capital to support the existing and ongoing operations of the
        Company
        and these projects.
  **CAPITAL
        RESOURCES AND LIQUIDITY**
 
 As
        the
        Company expands into the biofuels business, it will face continuing challenges
        to finance this growth. This is particularly true of Phase I of the Magic
        Valley
        development projects described above. To obtain the funds necessary to complete
        these capital assets, the Company is in the process of obtaining bond financing.
        It is anticipated that approximately $10 million will be made available for
        these design and construction efforts. This debt will be payable over a 15
        year
        period, starting after the anticipated commencement of full operations at
        these
        two facilities. Management believes that these funds will be adequate to
        complete these facilities.
 
 In
        addition to the capital expenditures for these first facilities, financing
        resources are needed to support operations. The Company has made reasonable
        efforts to meet cash flow demands from ongoing operations but the Company
        still
        may not always be able to obtain funds under the Standby Equity Distribution
        Agreement (SEDA) or obtain sufficient amounts to satisfy the Company’s working
        capital or other capital needs. The Company finished the quarter ended December
        31,2005 with cash available of $59,664 compared to $65,737 at June 30, 2005
        The
        Company believes that it will be necessary to continue to supplement the
        cash
        flow from operations with the use of outside resources such as investment
        capital by issuance of debenture notes and stock. The Company plans to use
        any
        additional funding to assist in the Biogas production facility that is
        considered construction in progress, a component of Property, plant and
        equipment, net, on the balance sheet.
 
 As
        of
        December 31, 2005, the Company had negative working capital of $718,789 compared
        to a deficit of $599,197 as of June 30, 2005. The current ratio at December
        31,
        2005 was: 0.23:1 and 0.30:1 at June 30, 2005. This increased deficit is due
        primarily to long-term debt related to construction expenses on the WestPoint
        Biogas Plant.
 
 On
        November 30, 2005, the Company signed an unsecured Promissory Note with Zions
        First National Bank in the amount of $100,000. The note has a fixed rate
        of
        8.00% and matures on March 5, 2006. A portion of the proceeds of this note
        were
        used to pay off the Company’s existing US Bank term loan balance of $91,338.52.
        As of December 31, 2005, the Promissory Note was in good standing. The Company
        also signed Promissory Notes in the amount of $75,000 each with two private
        individuals on October 31, 2005. These 8% APR notes are secured by the equipment
        owned by the Company at its Whitesides Biogas Facility and mature on March
        1,
        2006. In addition, the Company has shareholder notes payable from certain o fficers,
        employees or directors. The notes are unsecured demand notes. It is not
        anticipated by the Company that the notes will be called in the next year.
        The
        following are shareholder creditors to the company: Mr. Kenoyer has made
        two
        loans to the company and as of December 31, 2005, the total balance due him
        was
        $25,911. The first loan accrues interest at the rate of 10 percent and has
        a
        balance of $438. The second accrues interest at the rate of 7 percent and
        has a
        balance of $24,373. Mr. Dustin has also made two loans to the company and
        as of
        December 31, 2005, the total balance due him was $49,509. The first loan
        accrues
        interest at the rate of 10 percent and has a balance of $16,835. The second
        accrues interest at the rate of 7 percent and has a balance of $32,118.
 
 During
        the six months ended December 31, 2005, the Company used net cash of $698,099
        for operating activities, compared to $434,962 of net cash used in operating
        activities for the 2004 period. The increase of cash used by operating
        activities is mainly the result of bond offering costs for construction projects
        and interest expense on those debentures.
 
  11
  During
        the six months ended December 31, 2005, the Company used $326,384 in investing
        activities, primarily in adding equipment for the initial biogas generating
        facility, compared to $562,578 used in the year earlier period. In 2004 and
        2005, the Company purchased property and equipment towards the Biogas
        production.
 
 During
        the six months ended December 31, 2005, financing activities provided $1,018,410
        in net cash, consisting of $1,012,848 net of costs from the issuance of common
        stock, plus $921,033 additional long-term debt, offset in part by payments
        on
        long-term debt of $859,471. In the comparable period for 2004, the Company
        had
        $1,059,451 of net cash provided by financing activities, which consisted
        of
        $428,832 in proceeds from stock sales and $622,476 additional long-term debt,
        offset in part by $26,857 payments on long-term debt.
  Debenture
        Debt
  The
        Company issued convertible debentures to Cornell Capital Partners, LP in
        the
        original principal amount of $750,000 in October 2004. The debentures are
        convertible at the holder’s option any time up to maturity at a fixed conversion
        price of $.055 per share.  The debentures are secured by the assets of the
        Company.  The debentures have a three-year term and accrue interest at 5%
        per year.   At maturity, October 14, 2007, if not repaid, the
        debentures will automatically convert into shares of common stock at a fixed
        conversion price of $.055 per share. As of December 31, 2005 $250,000 of
        the
        debenture has been converted.
  Standby
        Equity Distribution Agreement .
 
 The
        Company has a Standby Equity Distribution Agreement (SEDA) with Cornell Capital
        Partners LP. Under this agreement, the Company has issued 22,517,955 shares,
        plus an initial issuance of $500,000 worth of the Company’s stock as a
        commitment fee for this commitment. Under this agreement, the Company may
        issue
        stock worth up to $25,000,000, through March 2007. As of December 31, 2005,
        an
        additional $23,000,000 was potentially available under this agreement. It
        is the
        Company’s intent to utilize this relationship only to the extent necessary to
        finance the transition of the Company’s operations to the biofuels
        business.
 
 Issuance
        of Common Stock Warrants
 
 The
        Company issued 5,000,000 warrants to Cornell Capital Partners on December
        1,
        2005 to release their security interest in the assets of the Company. The
        exercise price is $.055 per share. The warrants were effective on issue and
        expire five years from the date of issuance, or December 1, 2010.
 
 Seasonal
        Changes
 
 The
        Company’s operating revenue is generally not affected by seasonal
        changes.
 
 **RECENT
        ACCOUNTING PRONOUNCEMENTS**
 
 Statement
        of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs - an
        amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate
        Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67”, SFAS
        No. 153, “Exchanges of Nonmonetary Assets - an amendment of APB Opinion No 29”,
        and SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of
        APB Opinion No. 20 and FASB Statement No. 3”, were recently issued.  SFAS
        No 151, 152, 153, and 154 have no current applicability to the Company or
        their
        effect on the financial statements would not have been significant.
 
 In
        December 2004, the FASB issued SFAS 123 (revised 2004), “Accounting for Stock
        Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting
        for Stock Issued to Employees.” This revised statement establishes standards for
        the accounting of transactions in which an entity exchanges its equity
        instruments for goods and services, including the grant of stock options
        to
        employees and directors. The Statement is effective for periods beginning
        after
        June 15, 2005, and will require the Company to recognize compensation cost
        based
        on the grant date fair value of the equity instruments its awards. The Company
        currently accounts for those instruments under the recognition and measurement
        principles of APB Opinion 25, including the disclosure-only provisions of
        the
        original SFAS 123. Accordingly, no compensation cost from issuing equity
        instruments has been recognized in the Company’s financial statements. The
        Company estimates that the required adoption of SFAS 123 (R) will not have
        a
        negative impact on its consolidated financial statements.
 
 
  12
  **RISK
        FACTORS**
 
 The
        Company’s current and primary focus is obtaining permits and developing
        favorable properties for alternative and renewable energy production, and
        providing the associated engineering design and construction management services
        required to support the construction and operation of related facilities,
        and
        cannot provide any guarantees of profitability at this time. The Company
        will
        continue to expand its engineering services base, “work for others” to generate
        additional revenue to augment working capital requirements in support of
        its
        alternative and renewable energy efforts. The realization of profits is
        dependent upon successful execution of new business opportunities and the
        development of prototype digester models and implementation of the digester
        project for renewable energy. The Company is dependent upon inducing larger
        companies or private investors to purchase these “turn-key” alternative
        renewable energy generation and production facilities. These projects when
        developed and depending on their success will be the future of the Company.
        The
        Company may not be successful in these efforts.
 
 Our
        operating results are difficult to predict in advance and may fluctuate
        significantly, and a failure to meet the expectations of analysts or our
        stockholders would likely result in a substantial decline in our stock price.
 
 Factors
        that are likely to cause our results to fluctuate include the following:
 
 -
        the
        amount and timing of our operating expenses and capital expenditures;
 -
        the
        success or failure of the alternative energy and biofuels projects currently
        underway;
 -
        the
        timing, rescheduling or cancellation of engineering customer’s work orders;
 -
        our
        ability to specify, develop, complete, introduce and market biofuels and
        bring
        them to volume production in a timely manner;
 -
        the
        rate of adoption and acceptance of new industry standards in our target markets;
 -
        any
        other unforeseen activities or issues.
 
 There
        is
        a limited public market for our common stock. Our common stock is listed
        on the
        OTC Bulletin Board, and there is a limited volume of sales, thus providing
        a
        limited liquidity into the market for our shares. As a result of the foregoing,
        stockholders may be unable to liquidate their shares.
 
 We
        are
        subject to various risks associated with the development of the biofuels
        and
        alternative energy market place and if we do not succeed our business will
        be
        adversely affected.
 
 Our
        performance will largely depend on our ability to develop and implement the
        anaerobic digester and generate energy and gas to sale. We intend to respond
        to
        technological advances and emerging industry standards and practices on a
        timely
        and cost-effective basis however, we cannot predict if we will be effective
        or
        succeed in the development of the biofuels and alternative energy markets.
        If we
        are unable, for technical, legal, financial or other reasons, to adapt in
        a
        timely manner to develop and operate in the biofuels market, our business,
        results of operations and financial condition could be materially adversely
        affected.
 
 If
        we
        need additional financing, we may not be able to raise further financing
        or it
        may only be available on terms unfavorable to us or to our stockholders.
 
 Available
        cash resources may not be sufficient to meet our anticipated working capital
        and
        capital expenditure requirements, if the anaerobic digester does not produce
        revenue for at least 12 months. It may become necessary to raise additional
        funds to respond to business contingencies, which could include the need
        to:
 
 -
        fund
        additional project expansion for the biofuels production;
 -
        fund
        additional marketing expenditures;
 -
        develop
        additional alternative energy projects or enhance the WOBF gas products;
 -
        enhance
        our operating infrastructure;
  13
  
 -
        hire
        additional personnel;
 -
        acquire
        other complementary businesses or technologies.
 
 If
        we
        raise additional funds through the issuance of equity or convertible debt
        securities, the percentage ownership of our stockholders would be reduced,
        and
        these newly issued securities might have rights, preferences or privileges
        senior to those of existing stockholders. Additional financing might not
        be
        available on terms favorable to us, or at all. If adequate funds were not
        available or were not available on acceptable terms, our ability to fund
        our
        operations, take advantage of unanticipated opportunities, develop or enhance
        our products or otherwise respond to competitive pressures would be
        significantly limited.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
  (a)  Under
        the supervision and with the participation of our management, including our
        principal executive officer and principal financial officer, we conducted
        an
        evaluation of our disclosure controls and procedures, as such term is defined
        under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934,
        as
        amended (the “Exchange Act”), as of the end of the period covered by this
        report. Based on this evaluation, our principal executive officer and principal
        financial officer concluded that enhancements could be made to improve our
        disclosure controls and procedures to provide more effective alerting on
        a
        timely basis to material information relating to our Company (including its
        consolidated subsidiaries) required to be included in our reports filed or
        submitted under the Exchange Act. Accordingly, management has implemented
        minor
        procedural changes to provide more timely information.
  (b)  These
        changes (including corrective actions with regard to significant deficiencies
        or
        material weaknesses) in our internal controls over financial reporting are
        not
        considered so significant as to be materially affected or that could materially
        affect these internal controls over financial reporting.
 
  14
  **PART
        II OTHER INFORMATION**
 
 **ITEM
        1. LEGAL PROCEEDINGS.**
  None
  **ITEM
        2. CHANGES IN SECURITIES.**
  None
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES.**
  None
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
  The
        Company held its Annual Meeting of Stockholders on December 2, 2005. On the
        record date of October 7, 2005, there were 151,809,530 shares of common voting
        stock. At the meeting, Jacob D. Dustin, Dennis D. Keiser, William R. Myers,
        Michael W. Parker, D. Lynn Smith, and Steven Whitesides were elected to serve
        as
        directors of the Company for the next year, and the appointment of Jones
        Simkins
        PC as independent auditors for the year ending June 30, 2006 was ratified.
 
 The
        voting on such items was as follows:
 
 Election
        of Directors
 
 **Director’s
                  Name**
              **For**
              **Against**
              **Withheld
                  Authority**Dennis
                  D. Keiser
              20,414,142
              361,915
              29,417Jacob
                  D. Dustin
              16,780,951
              423,563
              9,574Michael
                  F. LaFleur
              12,375,107
              520,986
              71,685William
                  R. Myers
              14,474,384
              580,947
              65,185D.
                  Lynn Smith
              15,148,697
              493,447
              56,335Steven
                  Whitesides
              18,652,372
              364,934
              14,339John
                  W. Brockage
              9,323,704
              730,897
              144,168Michael
                  W. Parker
              19,472,818
              547,512
              121,985
  (2)
        Ratify Appointment of Independent Auditors of Jones Simkins PC.
  **For**
              **Against**
              **Withheld
                  Authority**130,495,970
              0
              940,711
 
 Approximately
        87% of the total voting shares were voted.
  **ITEM
        5. OTHER INFORMATION.**
  None
  **ITEM
        6.**  **EXHIBITS**
  Exhibit
                    No.
                Description
                Incorporated
                    by Reference from Registrant's31.1
                Rule
                    13a-14(a)/15d-14(a) Certification of Principal Executive
                    Officer
                June
                    1, 200631.2
                Rule
                    13a-14(a)/15d-14(a) Certification of Principal Financial Officer
                    by
                    Vice-President, Secretary and Treasurer
                June
                    1, 200632
                Certification
                    pursuant to 18 U.S.C. SECTION 1350****by
                    Chairman and Chief Executive Officer and Vice-President, Secretary
                    and
                    Treasurer
                June
                    1, 2006
 
  15
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 
 INTREPID
                  TECHNOLOGY & RESOURCES, INC.*(Registrant)*Date:
                  June 1, 2006
              By:/s/
                  Dr. Dennis D. Keiser*Chief
                Executive
                Officer**&
                Acting Chief Financial Officer*Date:
                  June 1, 2006
              By:/s/
                  Bradley J. Frazee,*Vice
                President,
                Secretary, and Treasurer*
 
  16